Siyaram Silk Mills Ltd. — Proxy Solicitation & Information Statement 2024

Aug 30, 2024

==> picture [152 x 36] intentionally omitted <==

30[th] August, 2024

To BSE Limited, National Stock Exchange of India Ltd. Phiroze Jijibhoy Tower, Exchange Plaza, 5[th] Floor, Dalal Street, Plot No. C/1, G Block, BKC, Mumbai – 400 001 Bandra (East), Mumbai – 400 051 Scrip Code: 503811 Company Symbol: SIYSIL

Sub: Postal Ballot Notice under Section 110 of the Companies Act, 2013 to Members.

Dear Sir/Madam,

In terms with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith a copy of the Postal Ballot Notice dated 3[rd] August, 2024 along with explanatory statement, seeking approval of the Members through electronic voting (remote e-voting). The Notice is being sent to the Members in electronic mode and is also being placed on the website of the Company www.siyaram.com alongwith the existing Memorandum and Articles of Association and Proposed new Memorandum of Association.

The Notice is being sent to the Members whose name appears on the Register of Members/List of Beneficial Owners maintained by Depositories/Registrar and Share Transfer Agent of the Company, as on cut-off date i.e. Friday, 23[rd] August, 2024.

In this connection, the Company has engaged the services of National Securities Depository Limited (“NSDL”) for providing e-voting facility to all the Members. The e- voting period will commence from Saturday, 31[st] August, 2024 (9.00 a.m. IST) and ends on Sunday, 29[th] September, 2024 (5.00 p.m. IST).

The results of remote e-voting will be declared on or before Tuesday, 1[st] October, 2024 and will be displayed on the Company’s website www.siyaram.com and will also be communicated to the Stock Exchange(s), NSDL and Central Depository Services (India) Limited (“CDSL”) (together the “Depositories”). The Company will also display the results of the Postal Ballot at its Registered Office.

Please take the same on record and oblige

Thanking you,

Yours faithfully, For Siyaram Silk Mills Limited

WILLIAM Digitally signed by WILLIAM VINCENT VINCENT FERNANDES Date: 2024.08.30 FERNANDES 17:16:07 +05'30' William Fernandes Company Secretary

Cc: To,

Central Depository Services (India) Ltd. 25th Floor, A Wing, Marathon Futurex, Mafatlal Mills Compound, NM Joshi Marg, Lower Parel (E),Mumbai -13.	National Securities Depository Ltd. Trade World, 4th Floor Kamala Mills Compound, Senapati Bapat Marg, Lower Parel,Mumbai-13.	Link Intime India Private Ltd. C-101, 247 Park, Lal Bahadur Shastri Marg, Surya Nagar, Gandhi Nagar, Vikhroli (W)t, Mumbai, 400083.

Corporate office : B - 5, Trade World, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013 (India) Phone : 3040 0500, Fax : 3040 0599 Email : william.fernandes@siyaram.com Internet :www.siyaram.com CIN : L17116MH1978PLC020451 Registered Office : H – 3/2, MIDC, A – Road, Tarapur, Boisar, Palghar – 401 506 (Mah.)

SIYARAM SILK MILLS LIMITED

CIN: L17116MH1978PLC020451 Regd. Off. : H-3/2, MIDC, A - Road, Tarapur, Boisar, Dist. Palghar- 401 506, Maharashtra. Corp. Off. : B-5, Trade World, 5[th] Floor, Kamala City, Senapati Bapat Marg, Lower Parel(W), Mumbai – 400 013. Tel:(91-22) 3040 0500

Website: www.siyaram.com Email: sharedept@siyaram.com

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

To the Members of the Company ,

Notice is hereby given that the resolution set out below is proposed for approval by the Members of Siyaram Silk Mills Limited (“the Company”) by means of Postal Ballot, by way of remote e-voting process(“e-voting”) only, being provided by the Company to all its Members to cast their votes electronically, pursuant to Section 108 and 110 of the Companies Act, 2013 (“the Act”), Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated 8[th] April, 2020 and 17/2020 dated 13[th] April, 2020 read with other relevant circulars, including General Circular No.09/2023 dated 25[th] September, 2023 issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India (“ICSI”) and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as amended from time to time).

The Statement pursuant to Section 102(1) and other applicable provision of the Act read with the Rules setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is annexed hereto.

The Board of Directors has appointed Shri. Prasen Naithani, Practicing Company Secretary (Membership No. FCS-3830) as Scrutinizer for conducting the Postal Ballot through the e-voting process, in a fair and transparent manner. He has communicated his willingness to be appointed as a Scrutinizer and will be available for the purpose. The Scrutinizer’s decision on the validity of the votes cast in the Postal Ballot shall be final.

The Company has engaged the services of National Securities Depository Limited (“NSDL”) as the agency to provide e-voting facility.

In accordance with the MCA Circulars, members can vote only through the remote e-voting process. Accordingly, the Company is pleased to provide remote e-voting facility to all its members to cast their votes electronically. Members are requested to read the instructions in the Notes in this Postal Ballot Notice to cast their vote electronically. The votes can be cast during the following voting period:

Commencement of e-voting	End of e-voting
Saturday, 31stAugust, 2024 at 9.00 A.M.(IST)	Sunday, 29thSeptember, 2024 at 5.00 P.M.(IST)

The Scrutinizer will submit his report, after the completion of scrutiny, to the Chairman of the Company or any person authorized by him. The results of e-voting will be announced on or before Tuesday, 1[st] October, 2024 and will be displayed on the Company’s website www.siyaram. com and will also be communicated to the Stock Exchange(s), NSDL and Central Depository Services (India) Limited (“CDSL”) (together

the “Depositories”). The Company will also display the results of the Postal Ballot at its Registered Office.

SPECIAL BUSINESS:

1. ADOPTION OF NEW SET OF MEMORANDUM OF ASSOCIATION (MOA) OF THE COMPANY AS PER COMPANIES ACT, 2013:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 4, 13, 15 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) read with applicable rules and regulations made there-under including any amendment, re-enactment(s) or statutory modification(s) thereof for the time being in force, provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and subject to such other requisite approvals, consents and sanctions, if any, in this regard from appropriate authorities and terms(s), condition(s), amendment(s), modification(s), as may be required or suggested by any such appropriate authorities and agreed to by the Board of Directors of the Company (hereinafter referred to as “Board” which term shall include any Committee), consent of the members be and is hereby accorded to adopt new set of Memorandum of Association(MOA) in place and substitution of the existing MOA with no change in existing Clause III (A) containing the Main Objects sub-clause no. 1.

RESOLVED FURTHER THAT the existing heading of Clause III(A), “ THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE ” be substituted by new heading “ III(A) – THE OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE ”.

RESOLVED FURTHER THAT the existing heading of Clause III(B), “ OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS ARE” be substituted by new heading “MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE III(A) ARE” with sub-clause no. 2 to 50 thereof be retained with no change and existing sub-clause namely 51, 53, 54, 55, 68, 69, 70, 72, 75 and 76 from OTHER OBJECTS be added after sub-clause 50 as sub-clause 51 to 60 and 2 new sub-clause 61 and 62 be added after sub-clause 60.

RESOLVED FURTHER THAT the existing Clause III (C),“OTHER OBJECTS” containing remaining sub-clauses and declaration thereafter be and is hereby deleted in full.

RESOLVED FURTHER THAT the existing Clause IV i.e. ‘The Liability of the members is limited’ be and is hereby deleted and substituted by new Clause IV i.e. ‘The liability of the member(s)

1

is limited and this liability is limited to the amount unpaid, if any, on shares held by them.’

RESOLVED FURTHER THAT any Director or Company Secretary of the Company be and are hereby severally authorized on behalf of the Company to sign and execute all such applications, forms and documents as required, to do all such acts, deeds, matters and things as may be necessary to give effect to this resolution and to settle any question, difficulties or doubts that may arise in this regard and to accede to such modification(s) as may be suggested by the Registrar of Companies or such other authorities whilst granting approval, consent and sanction without requiring any further approval of the Members.”

By Order of the Board For Siyaram Silk Mills Limited

William Fernandes Company Secretary ACS: 10266

Place: Mumbai Date: 3[rd] August, 2024.

NOTES:

1. The explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 (“Act”) read with the Rules, setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is annexed hereto.

2. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members/ List of Beneficial Owners as on Friday, 23[rd] August, 2024 (“Cut-off Date”) received from the Depositories and whose e-mail address is registered with the Company/ Registrar and Share Transfer Agents/Depositories.

Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.

1. This Postal Ballot Notice will also be available on the Company’s website at www.siyaram.com, websites of the Stock Exchanges viz BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of NSDL at www.evoting.nsdl.com.

2. In accordance the MCA Circulars, the Company has made necessary arrangements for the members to register their email address. Members who have not registered their e-mail address are requested to register the same (i) with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form and (ii) by giving details of folio number, e-mail address and self-attested copy of PAN or Aadhaar Card to Link Intime India Private Limited, the Share Transfer Agents and Registrars of the Company (“the Registrar”) on www.linkintime.co.in if the shares are held in physical form.

3. Members would be able to cast their votes and convey their assent or dissent to the proposed resolutions only through the remote e-voting process. Members whose names appear on the Register

of Members/ List of Beneficial Owners as on the Cut-Off Date will only be considered eligible for the purpose of e-voting. A person who becomes a member after the Cut-Off Date should treat this notice for information purpose only.

1. Voting rights of a Member/ Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity capital of the Company as on the Cut-Off Date.

2. All documents referred to in this Postal Ballot Notice will be available for inspection electronically until the last date of voting. Members seeking to inspect such documents can send an email at sharedept@siyaram.com

3. Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars and Regulation 44 of the Listing Regulations read with section VI-C of SEBI Master Circular bearing reference no. SEBI/HO/CFD/ PoD2/CIR/P/2023/120 dated 11[th] July, 2023 as amended (“SEBI Master Circular”) and SS-2, the Company is providing the facility to the Members to exercise their right to vote on the proposed resolution electronically.

The Company has engaged the services of National Securities Depository Limited (“NSDL”) as agency to provide e-voting facility. The instruction for e-voting are provided as part of this Postal Ballot Notice which the Members are requested to read carefully before casting their vote.

1. Instructions for remote e-voting are as follows :

The e-voting period commences on Saturday, 31[st] August, 2024 (9.00 a.m. IST) and ends on Sunday, 29[th] September, 2024 (5.00 p.m. IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on Friday, 23[rd] August, 2024 i.e. cut-off date, may cast their vote electronically.

The details of the process and manner for remote e-voting are explained herein below :-

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

• A. Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

2

Login Method

Type of shareholders

Individual 1. Existing IDeAS user can visit the e-Services Shareholders website of NSDL Viz. https://eservices. holding securities nsdl.com either on a Personal Computer or in demat mode on a mobile. On the e-Services home page with NSDL. click on the “ Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp

2. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

3. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

==> picture [126 x 74] intentionally omitted <==

• Individual 1. Users who have opted for CDSL Easi / Shareholders Easiest facility, can login through their holding securities existing user id and password. Option will in demat mode be made available to reach e-Voting page with CDSL without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password.

• After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

• If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

• Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual You can also login using the login credentials Shareholders of your demat account through your Depository (holding securities Participant registered with NSDL/CDSL for in demat mode) e-Voting facility. Upon logging in, you will be login through able to see e-Voting option. Click on e-Voting their depository option, you will be redirected to NSDL/CDSL participants Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password option available at above mentioned website.

3

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at 022 - 4886 7000 and 022 - 2499 7000.
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@ cdslindia.comor contact at toll free no. 1800 22 55 33.

B. Login Method for e-voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website ?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders/ Members’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

can proceed to Step 2 i.e. Your User ID details are	Cast your vote electronically. given below :
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 123456 then user ID is 123456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a. If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. b. If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’

which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

• c. How to retrieve your ‘initial password’?

  • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a pdf file. Open the pdf file. The password to open the pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The pdf file contains your ‘User ID’ and your ‘initial password’.

  • (ii) If your email ID is not registered with the Company/Depository, please follow the instructions mentioned below in process for those shareholders whose email ids are not registered.

• If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

• a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www. evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl. co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.

• d) Members can also use the one-time password (OTP) based login for casting the votes on the e-Voting system of NSDL.

• After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button.

• After you click on the “Login” button, Home page of e-Voting will open.

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Voting system ?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares. Then, click on Active Voting Cycles.

2. After clicking on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

3. Select “EVEN” of the Company which is 130123 to cast your vote, during the remote e-Voting period.

4. Now you are ready for e-Voting as the Voting page opens.

5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

4

1. Upon confirmation, the message “Vote cast successfully” will be displayed.

2. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

3. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to naithanipcs@ gmail.com, with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/ Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting. nsdl.com or call on toll free no.: 022-4886 7000 and 022-2499 7000 or send a request at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of email ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card) by email to sharedept@siyaram.com

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (selfattested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card) to sharedept@siyaram.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at -

step 1 (A) i.e. Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

1. Alternatively shareholder/member may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms with SEBI circular dated 9[th] December, 2020 on e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-voting facility.

Other Instructions

• i. The e-voting period commences on Saturday, 31[st] August, 2024 (9.00 a.m. IST) and ends on Sunday, 29[th] September, 2024 (5.00 p.m. IST). During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on Friday, 23[rd] August, 2024 i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, he/she shall not be allowed to change it subsequently.

• ii. The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company as on Friday, 23[rd] August, 2024 i.e. cut-off date.

• iii. Any person, who acquires shares of the Company and becomes a Member of the Company after dispatch of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if he/she is already registered with NSDL for remote e-Voting then he/she can use his/her existing User ID and password for casting the vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call at 022 - 4886 7000 and 022 - 2499 7000 . In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. Friday, 23[rd] August, 2024 may follow steps mentioned in the Notice under “Access to NSDL e-Voting system”.

• iv. Shri. Prasen Naithani, Practising Company Secretary (Membership No. FCS 3830) has been appointed as the scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

• v. The Results along with the Scrutinizer’s Report shall be placed on the Company’s website www.siyaram.com and on the website of NSDL www.evoting.nsdl.com within two working days from the conclusion of the e-voting. The results shall also be communicated to BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed. The results shall also be displayed on the notice board at the Registered Office of the Company.

ANNEXURE TO THE NOTICE

Explanatory statement pursuant to section 102 of the Companies Act, 2013 (“Act”) in respect of special business.

The existing Memorandum of Association (MOA) of the Company was adopted by the Company at the time of its incorporation on 29[th] June,1978 and is based on the erstwhile Companies Act, 1956 and is therefore not in conformity with the Companies Act,2013.The Companies Act,2013, has prescribed a new format of MOA for public companies limited by shares under Table A of the Schedule I of the Companies Act, 2013. According to the Companies Act, 2013, the companies are required to have only “the objects to be pursued by the company and matters which are necessary for furtherance of the objects specified”. Further in terms of provisions of the Companies Act, 2013, MOA shall not consist of other object clause. Further in the case of a company limited by shares, liability of its members is limited to the amount unpaid, if any, on the shares held by them.

Accordingly, with a view to align the existing MOA of the Company with Table A of the Schedule I of the Companies Act, 2013 and in accordance with Sections 4 and 13 of the Act, it is considered expedient to adopt a new set of MOA in place and substitution of existing MOA by incorporating necessary changes in Object Clause and the Liability Clause thereof.

5

The Board at its meeting held on 3[rd] August, 2024 has approved adoption of new set of MOA including insertion of new sub-clauses under “Matters which are necessary for furtherance of the Objects” subject to approval of Members through Postal Ballot.

The Company is presently engaged in the business of manufacturing, processing, buying, selling, importing, exporting, distributing and dealing of yarn, fabrics, readymade garments and other textiles products and same will continue to remain the main Objects of the Company. Members are requested to note that there is no change in the objects of the Company.

Following sub- clauses which are necessary for the furtherance of the Objects of the Company contained in OTHER OBJECTS are added under Clause III(B) to enable the Company to carry on/pursue its business advantageously :

(a) Sub-clause No.51 to 56 relating to textile business, (b) Sub-clause No.57 to 60 relating to general commercial matters, (c) Sub-clause No.61 enabling the Company to, inter alia, develop /re-develop plots at Dombivili, Silvassa, Tarapur, etc. for own use/ commercial/industrial purposes and (d) Sub-clause No.62 enabling the Company, inter alia, also to generate Power for captive use/ commercial purposes.

The adoption of new set of MOA and certain changes in matters which are necessary for furtherance of the objects under Clause III(B) requires the approval of shareholders of the Company by way of a Special Resolution pursuant to the provisions of Section 13 of the Companies Act, 2013 and would be subject to the approval of the Statutory or Regulatory Authority, as may be necessary. The aforesaid amendment of object clause is also subject to approval of the Registrar of Companies, Maharashtra, Mumbai.

The existing MOA of the Company and the draft of proposed MOA is available on the Company’s website at www.siyaram.com for perusal by the Members.

A copy of the proposed new MOA of the Company would also be available for inspection by the Members at the Registered Office of the Company during the business hours on any working day from the date of circulation of the Postal Ballot Notice up to the closure of the e-voting period. New MOA will also be available electronically for inspection, to Members desirous of inspecting the documents referred to in the Notice may send their requests to sharedept@siyaram.com from their registered e-mail addresses mentioning their names, folio numbers/DP ID and Client ID.

None of the Directors, Key Managerial Personnel of the Company or their relatives is/ are in anyway, concerned or interested financially or otherwise in the Special Resolution set out at Item No. 1 of this Postal Ballot Notice.

The Board recommends the Resolution set out at Item No. 1 of this Postal Ballot Notice to the Members for their consideration and approval, by way of Special Resolution.

By Order of the Board For Siyaram Silk Mills Limited

William Fernandes Company Secretary ACS: 10266

Place: Mumbai Date: 3[rd] August, 2024.

6